Committees normally follow the same procedure as that adopted by the board itself. Consequently, both the private and the public company model articles provide that committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors1. Both sets of model articles, however, go on to give the directors the power to make rules of procedure for all or any committees, which prevail over any inconsistent rules derived from the articles2
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